AesthetiCare

On-Line Partnership Programme Operating Agreement

Background:

It is great when likeminded people and teams work together, that is what the AesthetiCare–On-Line Partnership Programme (“Programme”) is all about.

You will be a skin professional, a professional skin clinic or an influencer with an interest in skin and wellbeing with an engaged following and audience. The Websites owned and operated by AesthetiCare are where the fantastic range of skincare, home-use beauty devices and supplements marketed and sold by AesthetiCare are sold directly by AesthetiCare to consumers. The Websites are also a place where consumers can be informed and educated about the range and related topics. The goal of the Programme is to work together under the terms set out in this Agreement, so you can:

  • Provide your Audience with added-value information relating to a specific Product or group of Products from the range.
  • Encourage your Audience to visit one or more of the AesthetiCare owned websites
  • Derive a fee from purchases made as a result of such visits.

This On-line Partnership Programme Operating Agreement (“Agreement”) contains the terms and conditions that govern your participation in the Programme.

The operation of the Programme is enabled by use of the goaffpro.com affiliate management platform.

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAMME FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, REVISED OPERATIONAL DOCUMENTATION ON THE WEBSITE, A CHANGE IN THE CLOUD SERVICE INFORMATION, CONFIRMATION OF A CHANGE IN WRITING BY US.  YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE OVER 18 YEARS OF AGE) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT. THIS AGREEMENT ALSO CONFIRMS THAT YOU AGREE TO YOU AND US USING THE GOAFFPRO.COM AFFILATE MANAGEMENT PLATFORM TO HELP OPERATE AND MANAGE THE PROGRAMME

1. Definitions and Associated Activities 

1.1 “Audience” means consumers who follow you on a digital platform such as social media, your website, email sign-up community, or engage with you in a professional or more informal capacity with respect to skincare and wellbeing advice.

1.2 “On-line Partner” means a skin professional, a professional skin clinic or an influencer working as an individual or a business entity with an Audience that can generate traffic to the Website(s) and that has agreed to work with Us under the terms of this Agreement.

1.3 “Partner Link” means the links and any codes provided by the Company to the On-line Partner from time to time and that the On-line Partner uses and promotes so that traffic they direct to the Website(s) can be tracked as a Session that can be attributed to the On-line Partner.

1.4 “On-line Partner Fee” means the sum of the Qualifying Purchase Fees in any given calendar month. The On-line Partner Fee can also include other fees relating to special offers or services as agreed between the On-line Partner and the Company from time to time.

1.5 “Brands or Branding” means the trademarks, registered or otherwise, used and featured on the Website

1.6 “Cloud Services” means the software as a service and the related services which are provided on the goaffpro.com affiliate management platform that the Company uses on and in association with the Website(s) to manage and to operate this Agreement with You. If You access the goaffpro.com website in relation to this Agreement You will do so through a specific log-in. Goaffpro.com are the property of Oxybit Enterprises Pvt Ltd a company duly established under the India companies act.

1.7 “Cloud Services Information” includes but is not limited to the information, materials, content, and management services provided from time to time via the Cloud Services or other means used by the Company and that can include but is not limited to On-line Partner Links; product images; product videos; product banners; suggested Product information and social media posts; Information about your On-line Partner Fees; information about you Qualifying Purchases; information about Products and  Websites.

1.8 “Collaborate or Collaboration” means our work together under this Agreement.

1.9 “Company” or “Us” or “Our” means Ferndale Pharmaceuticals Ltd, also trading as AesthetiCare, with registered address Unit 740 Thorp Arch Estate, Wetherby, LS23 7FX, West Yorkshire, UK and company no: 04720051. The owner and operator of the Websites.

1.10 “Percentage(s)” means the percentage or percentages confirmed separately and in writing by the Company, used for the calculation of the Qualifying Purchase Fee for any given Product or Products on any given Website or Websites. The percentage or percentages included in this Agreement can be subject to change. Such a change is at the sole discretion of the Company and will be notified in writing by the Company to the On-line Partner. The notification will be made separate to, but will form part of, this Agreement. The effect of such change will be immediate unless agreed otherwise in writing.

1.11 “Product or Products” means a product, or device or a group of products or devices listed and sold from time to time on the Website(s) and that are included in this Agreement. The products or devices included in this Agreement can be subject to change. The addition of a Product or Products to this Agreement is at the sole discretion of the Company and will be notified in writing by the Company to the On-line Partner. The notification will be made separate to, but will form part of, this Agreement. The decision to withdraw a Product or Products from the Agreement can be made by either party and is required to be notified in writing, such notification will be made separate to, but will form part of this Agreement. The effect of such an addition or withdrawal will be immediate unless agreed otherwise in writing.

1.12 “Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions on Search Engines that relates to the Branding. “Proprietary Term” means keywords, search terms, or other identifiers that include the words or any other trademark relating to the Branding, or variations or misspellings of any of those words. “Redirecting Link” means a link that sends users indirectly to the Website via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.

1.13 “Purchase” means when a customer places a Product or Products into a Website shopping cart and completes the order and payment for the Product or Products.

1.14 “Qualifying Purchase(s)” means when a customer in the United Kingdom makes a Purchase for a Product(s) on a Website during a Session. Qualifying Purchases exclude:

  • Any product purchase not made during a Session
  • Any product purchased for resale or commercial use of any kind
  • Any Product where a cancellation, return or refund is initiated
  • Any Product purchased through a prohibited Paid Search Placement or the use of Redirecting Links.
  • Any Product purchased by the Online Partner
  • Any Product purchased after the Termination of this Agreement.

1.15 “Qualifying Purchase Fee” means the fee due to the On-line Partner as a result of a Qualifying Purchase. It is calculated by multiplying the purchase value excluding VAT, of each Product in any Qualifying Purchase by the Percentage attributable to that Product. The amounts for each Product are added together and any additional delivery charges or refund credits are subtracted to calculate the total Qualifying Purchase Fee for each Qualifying Purchase.

1.16 “Session” means a period of time that starts when a customer, who isn’t already assigned to another On-line Partner, visits a Website or Websites through or using your Partner Link(s) and that ends upon the first to occur of the following:

1.16.1 A period of 90 days has elapsed from the date the Session starts;

1.16.2 The customer completes a Qualifying Purchase

1.16.3 The customer uses a Partner Link that is not yours.

1.17 “Sites” means your social media accounts, websites, blogs and or similar owned and operated by You or on Your behalf.

1.18 Website or Websites means the websites owned and operated by the Company and which are included in this Agreement. The Websites included in this Agreement can be subject to change. The addition of a Website or Websites to this Agreement is at the sole discretion of the Company and will be notified in writing by the Company to the On-line Partner. The notification will be made separate to, but will form part of, this Agreement. The decision to withdraw a Website or Websites from the Agreement can be made by either party and is required to be notified in writing, such notification will be made separate to, but form part of this Agreement. The effect of such an addition or withdrawal will be immediate unless agreed otherwise in writing.

1.19 “You”, “Your” or “Partner” means you as an On-line Partner working with the Company under the terms of this Agreement

2. Description of the Purpose, Processes and Payments  

2.1 The Partner will feature and create awareness, on a non-exclusive basis, the Product(s) to their Audience. The Partner will use the educational and promotional information provided from time to time in the Cloud Services Information to help with this. The Partner will encourage their Audience to visit the Website(s) and or specific pages of the Website(s) to initiate a Session. The Partner should not undertake Prohibited Paid Search Placement or use Redirecting links as part of their activity

2.2 The Company provides to the partner for the term of this agreement a limited, revocable, non-exclusive, non-transferable, royalty-free license to use the education and promotional information and any Brand related materials content or information provided as part of the Cloud Services Information and for the performance of this Agreement.

2.3 The Company will calculate the On-line Partner Fee due to a Partner in any given month and will pay the On-line Partner Fee within 15 working days of the end of each month. Information relating to the On-line Partner Fee will be available to the On-line Partner in the Cloud Services Information. The Company will pay the On-line Partner Fee against a self-billing invoice issued and processed internally by the Company on behalf of the Partner for the fees due. If the Partner has advised that they are VAT registered, the self-billing invoice will be a VAT invoice.

2.4 The Partner agrees to the Company processing self-billing invoices on behalf of the Partner for the On-line Partner Fees due. The Partner agrees that they will advise the Company if their VAT status changes so that invoices and payments are not processed incorrectly.

2.5 If the On-line Partner is not a UK resident and cannot be paid by a self-billing invoice they will contact the Company and an alternative payment mechanism will be agreed in writing (by email) between the parties.

3. Enrolment and relevant Information

3.1 If you are already working with the Company in an affiliate type collaboration this Agreement will supersede and take precedence over previous agreements in relation to any affiliate type of activity relating to the Products or Websites.

3.2 To assist You if new Websites and / or Products are added to this Agreement then we will transfer applicable and relevant information relating to You and this Agreement from a Website and the Cloud Service already included in this Agreement to enable the Agreement and Programme to operate.

3.3 You will keep the Company up to date with respect to any information relating to the operation of this Agreement, including your email address and other contact information and identification of your social media accounts and website / blog. We may send notifications (if any), approvals (if any), and other communications relating to the Programme and this Agreement to the email address then-currently associated with your Programme account.

3.4 You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current and you have not notified us of the change.

3.5 If you are a new potential On-line Partner you may be required to submit a complete and accurate Programme application. As part of the enrolment process we will need to identify your social media accounts and Your Sites as part of Your application. We will evaluate your application and notify you of its acceptance or rejection. For the avoidance of doubt the acceptance or rejection of an application is at the sole discretion of the Company. Unsuitable Sites can be a basis of rejection, unsuitable Sites include those that:

3.5.1 promote or contain sexually explicit materials;

3.5.2 promote violence or contain violent materials;

3.5.3 promote or contain libellous or defamatory materials;

3.5.4 promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;

3.5.5 promote or undertake illegal activities;

3.5.6 violates intellectual property rights.

3.6 If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Agreement at any time in our sole discretion.

4. Term and Termination 

The term of this Agreement will begin upon Our acceptance of your Programme application and can be terminated by either party at any time, with or without cause by giving the other party written notice (including by email) of termination. Upon termination the Partner agrees to stop use of all materials, content, information relating to this agreement.

If the Company is no longer able to supply a Product or Products or operate a Website  or Websites for whatever reason the obligations of the Company to the Online Partner under the terms of this Agreement with respect to that Product, Products, Website or Websites will be considered to have terminated.

The termination of the agreement does not affect either party’s rights including the right of the Partner to be paid their fees in accordance with Agreement.

Other than as set out in this Agreement, neither party has any further obligation to the other under this agreement after its termination.

5. Confidentiality and Identifying Yourself as an On-line Partner 

The details of this agreement are confidential, and each party will only use confidential information to perform its obligations under this agreement and will not cause or allow confidential information to be disclosed. You will not issue any press release or make any other public communication with respect to this Agreement, your use of the Cloud Services Information, or your participation in the Programme unless agreed otherwise in writing. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

You must, however, clearly state on your Sites that You are a participant in this On-line Partner Programme, and be transparent that the programme is designed to provide a means for You to earn fees by promoting and featuring Product(s) and by providing Partner Links to the Website(s).

6. Relationship of Parties 

You and we are independent contractors, and nothing in this Agreement or our working relationship will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective On-line Partners. You will have no authority to make or accept any offers or representations on our or our On-line Partners’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.

7. General 

7.1 Neither party will do anything to bring the other party or the Product(s) into disrepute.

7.2 Emails will be accepted as a form of written notice.

8. Limitation of Liability 

Neither the Partner or the Company will be liable to the other party under the agreement, except where required by law, for any:

8.1 Special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;

8.2 Loss or corruption of any data, information, database or software;

8.3 Loss of profits;

8.4 Loss of business;

8.5 Depletion of goodwill and/or similar losses

8.6 Loss of anticipated earnings

9. Governing Law 

This Agreement shall be governed by English Law. The parties agree to submit to the exclusive jurisdiction of the English Courts.